Clouder has been taken to the Cybertron base in Japan. Minerva tells him everyone is in high spirits now he's joined them, but he says he's still inexperienced and is in their care. He then notices a door and asks what that room is behind them. Minerva explains that it is the barrier system room, and is controlled from the command room. Minerva says they'll go to the recreation room next, and Clouder says he'll follow her, but he secretly enters the barrier system room without her noticing. She walks off and Shuuta and Cab ask where he is.
Clouder turns on the computers and takes some pictures. He puts his camera away when he hears someone coming, and as Shuuta and Cab enter the room, he explains he got mesmerized by all the awesome equipment in here. They believe his lies and take him to the recreation room.
He tells them that ever since he was very young he always wanted to own a machine that nobody else had. But now his dream has come true, he feels a little scared since he doesn't know if he can control his mecha. Shuuta explains that Transformers are alive, and when they merge with their transtectors, they can use the Ten-Chi-Jin power. Clouder says he is going to take his transtector for a spin so he can get closer to it. He heads out of the base.
Clouder has other intentions however. After leaving the base, he transforms into his Destron eagle mode and goes to a meeting point, where Wilder appears. He passed him some of the information he has learnt, such as the location of the Cybertron base, He then heads back, only for Metalhawk to see him. Metalhawk has not seen Doubleclouder's eagle mode before, but he does see some other Destrons down in the forest and goes to take a closer look at them.
He sees that the Destron Headmaster Juniors are down there, in the Megajet. He wonders what that other mecha was and returns to base to check a computer, which lists all of the known Destrons. But when he tries to use it, all data on it is locked and he can't access it.
He asks Shuuta, Cab and Minerva who tampered with it, and Cab is about to say he saw Clouder in there, but Minerva cuts him off and says she tampered with it. She and Shuuta have decided to cover up for Clouder, as they don't want him to get in trouble. Hawk says he understands, but he thinks that there may be something else going on. Meanwhile, under the sea, Overlord is in base mode and the Destrons check out the data Clouder supplied them with. They now know where the Cybertron base is, but Giga says that isn't enough. They need to know where to strike it, otherwise their attacks will be pointless.
Wilder says Clouder seemed confident that he would obtain the base's layout. Giga looks forward to seeing his results. Back at the Cybertron base, Clouder has returned, and has started the next stage of his plan. He has placed an explosive...
...which goes off. Hawk and the Headmaster Juniors run off to check what happened, so Clouder slips into the command room. Meanwhile the Cybertrons reach the room where the explosion happened, and the fire has been put out thanks to the sprinklers. Hawk does not think whatever happened in here was an accident. It was a carefully planned sabotage operation.
Meanwhile Clouder works as fast as he can, and quickly finds the data he was looking for. Later on the Cybertron Godmasters arrive at the base, and Hawk tells Ginrai there may be a Destron spy in their ranks. He has no concrete evidence, but too many strange things have been happening. Ginrai asks to speak with Hawk outside for a moment.
The two get into an argument about Clouder -Ginrai thinks he is their comrade, but Hawk thinks he is the key to the mystery. Shuuta overhears them and goes to tell Minerva and Cab. Minerva can't believe Hawk would think Clouder is a spy, as he saved her life in the previous battle. Later on Ginrai decides to look for the spy and says they will search the base separately.
Meanwhile the Destrons Headmaster Juniors are crammed into the Megajet and land in the forest. They have been sent to meet Clouder, and Cancer activates their jamming waves to stop the Cybertrons from noticing them. Wilder says he turned them on too earlier and turns them off, but by doing this the Cybertron's radar systems go from haywire to working again in seconds. Suspecting something wrong, Ginrai lets Metalhawk and Ranger check out the area. As Ranger moves out, Doubleclouder follows him. He tells Ranger that Ginrai said he could come with him.
The two split up, but Clouder changes to his Destron mode and goes to meet Wilder and the others. He passes them his latest gathered data, and Wilder says he is to continue to gather intelligence. But Metalhawk then appears -he's seen everything. The Destron Headmasters Juniors run for it, whilst Metalhawk fights with Doubleclouder.
Seeing explosions, Ranger and Lightfoot appear and help. Metalhawk explains to them that Doubleclouder is a Destron spy, so the two team up and take him down.
Doubleclouder crashes, and Clouder falls out of his transtector, defeated. Meanwhile Giga and Mega receive Clouder's data, and are ready to destroy the Cybertron base. To get God Ginrai out of their way, Hydra and Buster have been dispatched to attack a city. Back in the base, Clouder has been restrained, and Minerva can't believe what has happened.
Ginrai thinks he was a fool to trust Clouder. Now the Destrons know where their base is, an attack is sure to come. Hawk says he will work on getting the damaged systems repaired. Just then, a Destron attack does happen, but it is in a city. Hydra and Buster have appeared, and Ginrai wants all of the Godmasters to go and stop them and help the people.
Giga and Mega see that the Cybertron Godmasters have left their base. Ginrai has fallen into their trap, and they start to move out towards the Cybertron base. In the city, Super Ginrai and Godbomber fight Hydra and Buster, whilst the other Godmasters help with rescue operations.
Hawk tries to repair the barrier system, but in the command room, the Headmaster Juniors notice that they've got trouble: some Destrons have appeared! Minerva goes off to tell Hawk, but as she does, Clouder had put an explosive device in the command room. It detonates...
...Minerva heads back and Hawk, having heard the explosion, also returns. They find that Shuuta and Cab are OK, and they put the fire the explosion caused out. Their communications systems have been damaged, so they can't contact Ginrai or the others. However the defense systems are still working, and Hawk activates them. He says he will go and try to get the barrier system repaired, whilst they will have to handle things here. He tells Cab and Minerva to try and get the communications console repaired.
Back in the city, Super Ginrai opens fire and then throws Buster into Hydra. Buster tells his brother everything rides on this battle, so they get together and use their "Choukon Scramble" technique.
This hits Super Ginrai, but then Godbomber gets in the way and blocks it. Back at the base, Giga and the Destrons Headmaster Juniors set fire to the forest in their way, and Cab's tree house is burnt to the ground.
Mega attacks from the air and launches missile after missile, shattering parts of the base. Still tied up, Clouder just laughs, saying that the Destron attack has begun.
Suddenly the Destron attack lets up for a moment. The Headmaster Juniors notice why, and tell Hawk to get up here quick. Hawk runs into the command room, and sees what the problem is. Overlord's base mode now looms over them!
To be continued
NOTES
When Clouder first uses one of the computers, the word "Autobots" can be seen on it, even though in Japan, Autobots are known as Cybertrons. Later on, when Clouder uses another computer, the word "Cybertron" is displayed rather than Autobot.
This episode features a new set of commercial bumpers -one for God Ginrai now appears twice per episode, replacing the ones for Metalhawk and Super Ginrai. King Poseidon has been replaced with Grand Maximus, Hydra and Buster have been replaced with BlackZarak, and finally Overlord now replaces Shuuta.
Cab's tree house is destroyed in this episode, and it seems that his parrot and armadillo may have been killed in it off-screen, as they don't appear in the series again. However, they might still be alive as they were last seen on the Karin Islands in this episode. They might not have come back with Cab.